Wendy’s (WEN) Odd Lot Tender Offer (limited profitability)


  • Company: The Wendy's Corporation
  • Ticker: WEN
  • Market Cap: $3.55b
  • Size of Action: up to $275mm
  • Type of Transaction: modified "dutch" auction tender with odd-lot provision
  • Current Price: $9.05
  • Exchange Price: $8.50-$9.25
  • Potential Gain (%): -6% to 2%
  • Expiration: 12:00 midnight, New York City time, on February 11, 2014
  • Tender Limit (Shares): 99
  • Max Investment ($): ~$895
  • Max Gain ($): $20
  • Sec Filing: http://www.sec.gov/Archives/edgar/data/30697/000093041314000147/c76132_ex99-12a1a.htm
  • Summary: We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash shares of our common stock, par value $0.10 per share, pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not less than $8.50 nor greater than $9.25 per share or (ii) Purchase Price Tenders. Shares tendered pursuant to Purchase Price Tenders will be deemed to have been tendered at a price of $8.50 per share (which is the minimum price per share under the Offer) for purposes of determining the Purchase Price. We are offering to purchase shares having an aggregate purchase price of no more than $275.0 million. Promptly after the end of the day, 12:00 midnight, New York City time, on February 11, 2014, unless the Offer is extended or terminated (such time, as it may be extended, the “Expiration Time”), we will, upon the terms and subject to the conditions of the Offer, determine a single price per share, the Purchase Price, which will be not less than $8.50 and not more than $9.25 per share, that we will pay for shares validly tendered in the Offer and not validly withdrawn, taking into account the number of shares tendered pursuant to Auction Tenders and pursuant to Purchase Price Tenders and the prices specified by stockholders tendering shares pursuant to Auction Tenders.
  • Odd Lots: First, all shares owned in “odd lots” (less than 100 shares) that have been validly tendered at or below the Purchase Price (and not validly withdrawn prior to the Expiration Time).
  • All information contained on or available through this Web Site (“the Content”) is for general information purposes only and does not constitute any investment advice.
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